The Song of the Bamboo Flute
by Little Red Panda
Summary: Several months after Tai Lung was defeated, a new threat has come in to play. Will the Furious Five and the Dragon Warrior be able to stop it? Will Shifu survive a blast from the past? Please R
1. Chapter 1

I do not own Kung Fu Panda, but I do own Ju-long Feng Mountains, General Oushi, Sensei Kitsune, Komori, Hokuto, Okami, Shirokuma, and Aka.

A fierce storm was approaching the Valley of Peace, however its citizens were more than joyous. For the valley had been in a terrible drought for several months. Yet, they had no idea that the storm would also bring a new threat to them as well. A threat so strong that the combine power of the Furious and the Dragon Warrior would not be enough. Many miles north of the Valley of Peace in the treacherous mountains of Ju-long Feng. A plan was being made, one so devious it could forever shatter the hope of all the people in China.

"Honored guest and courageous warriors, we are gathered here to discuss our victory over the Valley of Harmony. We have, but one to conquer...the Valley of Peace. This however will not be easy. For it is protected by the Furious Five, the Dragon Warrior, and their Master Shifu. The first attempt in destroying the valley was unsuccessful. I sent on of my best students there to see if Tai Lung was successful." the clocked figure said.

"He is extremely powerful. Who managed to defeat him?" said General Oushi.

"Since Tai Lung was unsuccessful! Why then, did he not intervene?" blurted Komori.

"Because, the village was empty. Shifu had his students evacuate the valley before Tai Lung had arrived. He was defeated by the panda who knew the Wuxi finger hold, only very few have mastered it. I however was willing to fight the panda, but my duties were only to observe. Yes, this first attempt was a failure only because of Tai Lung's desire to posse the Dragon Scroll and become the Dragon Warrior." the figure said walking up to the gathered warriors.

"Gentlemen, this is one of my best students, Aka. She was there only to observe get a knowledge of the valley. Aka, do you believe we can conquer the Valley of Peace successfully?" the clocked figured asked.

"No, so long as Shifu remains as the master of the Jade Palace. So long as the Furious Five and the Dragon Warrior are there to protect it. However there may be a way to weaken them, and then take it successfully." Aka said.

"How is that?" General Oushi spat.

"The Five and the Dragon Warrior, depend on the guidance of their master still. If we were to take him out first, they would be lost. They maybe masters in their own right but they still have lots to learn. So I suggest we send someone in as a undercover student. They will get knowledge of the palace weak points and know the routine of everyone there." Aka explained, a small smirk crept across her face.

"I do not fully agree with you." Komori said flapping his wings.

"I agree with Komori." Hokuto said.

"I do not agree with this small rat. If such a plan was to go forward, I believe we should send our top warriors there. Just incase something goes wrong." General Oushi said staring straight at Aka.

"I agree with General Oushi! I don't trust Aka's plan." Okami yelled.

"SILENCE!" yelled the cloaked figure. "I must agree with both General Oushi, and Aka. The plan is excellent, we need to know the weakness of our enemy. However, if they find out who our spy is, the plan may fail if we do not have back up. So this is what will happen. My top students will go, as well as the general and myself. I want this plan to be successful. We can not wait any longer. So Aka, Komori, Okami, Hokuto,and Shirokuma. Now the general and myself will be in proximity of the Valley of Peace. We will need reports weekly, and when our spy is ready they will give the signal. The general and I will signal the army, and we will finally have control of the country. And so, I would like Aka, to be our spy."

"It will be an honor Sensei Kitsune." Aka said as she bowed to her master.

"Now, go and get the troops prepared. We will leave at dawn." Sensei Kitsune said as he motioned for Aka to come with him. As she approached him, she was thinking.

"_Sensei Kitsune is finally going to name me sensei. I've worked so hard. I will no longer be a student. I can finally teach my own students."_

"Aka, there is one other thing, I need you to do. When you give us the signal, the team will distract Shifu's students. At that point, I need you to bring him to me. Do you understand?"

"Yes, sensei." with that Aka bowed and left the room.

"_Shifu, it has been to long. I figured your old student would have done away with you. But now I see, the job is left to me. I never thought revenge would be so sweet."_ thought Sensei Kitsune.

_Sensei- Master (Japanese)_

_Kitsune- Fox (Japanese)_

_Oushi- Bull (Japanese)_

_Komori- Bat (Japanese)_

_Okami- Wolf (Japanese)_

_Shirokuma- Polar Bear (Japanese)_

_Aka- Red (Japanese)_


	2. Chapter 2

"No, no, NOOOO! Tigress, you need much more ferocity, Monkey you need greater speed, Po you need to focus!" Master Shifu yelled. "Po, you need to watch yourself. Monkey threw the dumpling to Viper. Yet, you went after Crane! Leaving Tigress and Mantis to attack you from behind! Now...go wash up, and eat."

"Yes, Master." all six of them said as they bowed their heads. It may have been several months since Tai Lung was defeated, but Shifu did not want to risk anything like that again. He wanted to make sure his students were prepared for anything. Especially if Tai Lung was ever to return. The Five and the Dragon Warrior have improved more in those months, but Dragon Warrior more. Po would be a master soon, but even he had lots to learn. Shifu knew this, he was proud, but at the same time worried. As his mind buzzed with thoughts and worries, his feet took him to the Hall of Warriors. Shifu then sat down by the Moon Pool and started to play his bamboo flute. The sorrowful music filled the air, anyone who was listening would swear that it was the most beautiful sound. The mournful notes carried a message that only Shifu knew.

As the Five and Po sat in the kitchen, they started to discuss why Master Shifu was training them so hard.

"I think it is in case Tai Lung returns." said Tigress as she took a microscopic sip of soup.

"It could be that, but think Master Shifu fears their might be a bigger threat to come." Mantis said. They all looked at Mantis, their eyes wide.

"Surely, Master Shifu would tell us if there was a threat to the valley, wouldn't he?" asked Viper.

"I agree with Viper." Monkey said, finishing his soup.

"Guys, guys. You all could be right. But I think we need to trust him. Whatever reason Master Shifu has for training us harder, we should give it our all. Come on guys we can do it!" Po encouraged. The Five looked at Po and then nodded in agreement. Master Shifu had his reason for training them harder, they only hoped he would tell them why.

As Shifu continued playing his flute, carefully listening to each note, his ears started to twitch back. Someone was coming, and they were getting louder. He tried to remain at peace, but the doors slamming open kept him from it.

"MASTER SHIFU!" Xeng yelled as he came running down the Hall of Warriors to where Shifu was sitting.

"What is it Xeng?" Shifu said a little annoyed.

"There's been attacks in_ all_ the neighboring valleys! They are now conquered! There is a mysterious military that is now in control. Master Shifu what-"

"Summon my students, and then alert the villagers. Then go, and alert the Chin Kuan Crane Clan, if there is any military presence they will take them out!" Shifu commanded. As Xeng did as he was told, Shifu walked to the entrance of the Hall of Warriors and waited for his students to arrive. He was not pleased by the news, and what worried him was sending Po with the Furious Five. The poor panda was having a hard enough time defending himself from the Five at the same time, how would he fair against much more adversaries who would kill him. Shifu looked around the hall, starting at every hero who earned their place in the Hall of Warriors. The Sword of Heroes, the Golden Spear, the Iron Fist of Justice, and the Ring Blades. All weapons that were used to save the people of China, all at different times. Now they must come together and save it once more.

"Master," the six of them said as the bowed to Shifu.

"China is under attack, all the neighboring valleys have been conquered. And I fear we may be next. However I want all of you to go and take back these valleys, and bring peace back to them. Now this is going to be extremely difficult, you will all have to work together and take back each valley one by one."

"Ma-" Shifu put his had up to silence Po.

"I will not be coming, Po. I must stay and guard the Valley of Peace. That is my duty!" Shifu interrupted. "Now, Monkey I would like you to take the Ring Blades along with you. I do not know what type of armor these invaders are wearing, but these blades should help. Hopefully the other valleys will get wind that, and these invaders will think twice about going into battle with you. Now I would like all of you to go and prepare to leave first thing tomorrow morning...Po I need a word with you." Shifu explained.

"Yes, Master," the six of them said and bowed once again. As the Five left to prepare, Po stayed. He was watch Shifu with curiosity, and wonder. When the door finally closed Shifu spoke.

"Po, there is something I need you to do." Shifu said as he walked back toward the Moon Pool

"What is it Master Shifu?" Po said following the red panda.

"I need you go and pick up the Golden Spear." Shifu stated

"Y-you want me t-to pick up the Golden Spear?" Po stammered.

"Yes, Po."

"A-are you sure?"

"Po, please, I need you to pick it up."

"Alright, Master." Po said a little scared. As the big panda, grabbed hold of the spear, nothing happened. Shifu looked at his student, his eyes wide with joy.

"AHHHH!! HOT! HOT!" Po screamed. He dropped the Golden Spear, and with that the joy from Shifu's eyes. "It burned me? Master, why..."

"I'm sorry Po. I was hoping that you be able to use the Golden Spear. Since that cannot happen, I would like you take the Sword of Heroes."

"Y-you, want me to take the...Sword...of...Heroes," Po started to smile.

"Yes, now please retrieve the sword and prepare with the others." Shifu said looking right at Po.

"Yes, Master Shifu," Po said happily. He walked to the sword and grabbed it gently and then left the hall. Once the door was closed, Shifu picked up the Golden Spear. It felt cool in his hands, he twirled it around, remembering the first time he touched it.

It was an accident really...but then there are no accidents...

_It was nice spring day, and Shifu was in the training room, practicing with his bo staff, when a fellow student came in._

"_Shifu," said the cute little black and white rabbit._

"_Jiao-long, what is it?" Shifu asked now balancing on the top of the staff._

"_Master Oogway, wants to see you," Jiao-long responded. Shifu sliding down the bow staff; keeping his it with him as he ran to the Hall of Warriors where Master Oogway was waiting. When he went through the doors, he did not see any sign of his master. He walked all the way to the back, and still there was no sign of Master Oogway. He looked at the thousand scrolls of Kung Fu. He was tempted to grabbed one of them, being that he had only learned twenty-five of them and still had nine hundred and seventy-five to go. Suddenly, Shifu stood still, someone was coming, and it wasn't Master Oogway. His ears turning toward the sound, and his grip on the bo staff tighten._

"_Hello, Shifu," said the fox coming up to him. Shifu turned around, looking up at the fox._

"_Oh, it's you Kitsune. Did Master Oogway summon you as well," Shifu asked his grip loosed a little._

"_No, and he didn't summon you either, Shi-"_

"_What do you mean, he didn't summon me? Kitsune what is go-"_

"_Listen, Shifu. You and I are the best ones here, right..."_

"_Yeah.."_

"_Well, don't you want know who is the best of the best is?"_

"_What are you getting at Kitsune?"_

"_Do you want to know which of us is the best?"_

"_Um...how are you going to prove that?"_

"_With this!" Kitsune pointed to the Golden Spear._

"_With the Golden Spear?" Shifu said bewildered._

"_You know about the spear, right..."_

"_Yes, and I don't think we should even try to touch it. Not only that I think we should go. You know were not sup-"_

"_Come on, Shifu, it's just one little touch."_

"_No, Kitsune! I think we should leave, now!" Shifu said his voice rising._

"_What if I don't want to leave, Shifu. What is a shrimp like you going to do?" Kitsune teased._

"_Kitsune, I'm warning you!" Shifu yelled, his grip on his bo staff now tightened, his ears now flat against his head. Kitsune just smiled his dark brown eyes standing out against his red-orange fur. Then as fast as lighting he ran to the Golden Staff and grabbed it with both hands. Shifu realizing what just happened ran toward Kitsune._

"_It looks like I can wield this spear, Shifu. Unless y-OW! ARGGG! HOT!" Kitsune screamed. He then threw the spear in the air. As the spear was falling down, Shifu heard a familiar sound, it was Master Oogway, and Master Golden Takin and they were getting closer. _

"_KITSUNE! SHIFU!" Master Golden Takin yelled. At that same time Shifu caught the spear. Masters Oogway and Golden Takin were now standing in front of them._

"_What are you to doing in here?! You know that students are not allowed in the Hall of Warriors without a master's permissions!" Master Golden Takin shouted, giving Kitsune and Shifu angry glares._

"_Now, now, my friend. There is nothing to get angry at." Master Oogway said to Master Golden Takin._

"_Fine, Master. Now what are you two doing here?" Master Golden Takin asked, trying to keep his voice down. Shifu just started at the two masters, his ears flat, he looked like a little kid who got caught with their hand in the cookie jar. _

"_I'm sorry Master Golden Takin, Master Oogway. I was walking toward the training room when I saw Shifu go in to the Hall of Warriors. I knew that they two of you were not going to be in there today, so I followed Shifu in. When I did he was looking at the Gol-" _

"_Shifu, are you holding the Golden Spear?" Master Golden Takin said. Shifu now realizing that he was still holding the spear, looked up at his master. He didn't know what to say. _

"_Ah...I looks like the Golden Spear has deemed you worthy, Shifu. Now can you please return it." Master Oogway said giving Shifu a smile. The red panda did as he was told and then came back. _

"_Now, the two of you know you are not allowed in here without permission. And so, it was a mistake, we all must learn from them. Now go to the kitchen, dinner will be ready soon." Master Oogway said. _

"_Thank you Master," they both said as they bowed. _

"Ever since then, no one but myself and Master Oogway were able to wield the spear," Shifu said to himself as he put the Golden Spear back. "and not one of my students have ever been able to. There must be someone worth of the Golden Spear other, than me..." Shifu then walked away and back toward the entrance of the Hall of Warriors. It was going to be long night, and he need fresh air and more solitude. As he opened the doors and looked up at the now orange and pink sky, he felt a little at peace.


	3. Chapter 3

The crisp cool air of the Ju-long Feng mountains, felt good to Aka. It was the start of a new day, she along with Komori, Okami, Hokuto, and Shirokuma were on their way to the Valley of Peace. Leaving before the rest of the troops, they needed the head start. For the five of them need to discuss how they would stay in contact with each other.

"Aka, what do the Furious Five look like?" Hokuto asked.

"You never heard of the Furious Five?!" Okami interjected.

"Well, I have, but I don't know what kind of animals they are?" Hokuto said a little embarrassed.

"The Furious five, consist of Master Tigress, Crane, Monkey, Viper, and Mantis. Their names sum up what they are," Aka said coolly.

"Oh, so do they have, well, girls on their team?" Komori asked as he was slowly flying around the team.

"Yes, Master Tigress and Viper are they only girls on the team. Master Tigress is one not mess with. She is very ferocious, and strong." Aka answered with a satisfied smirk.

"Ha, ha, ha, ha! But not strong enough. I heard how Tai Lung took them all out." Shirokuma laughed his big white paws wiping tears from his eyes. The rest of them started to laugh along with him, except Aka who only pretended.

"And what of this Master Shifu? What is he?" Okami asked his long wolf snot pointing at her.

"He is a red panda." Aka responded.

"A red panda?! So he has huge ears like you!" Okami said.

"So the greatest Kung Fu Master in all of China is a small red panda." Komori said.

"Yes, but your one to talk Komori, your ears are pretty big too." Aka said. They all continued to walk the talking among themselves about how they could beat the Five with their hands behind their backs. Not only that but knowing that taking over the Valley of Peace would be a piece cake, with someone like Master Shifu in charge. Aka, however kept silent, her fellow students did not know that Master Shifu was no mere push over, and that Furious Five would not be easily defeated. As they reached the base of Ju-long Feng Mountains, Aka looked at the land, it was beautiful. The different shades of green among the valleys, the rivers snaking through. It was peaceful sight, everything seemed so serine

Around the same time Aka and her team left, so did Shifu's. The early morning at the Jade Palace was a somber one. Shifu was still having second thoughts about letting Po go with the Five, yes Po was eager and had the Sword of Heroes. But remembering what Master Oogway had told him that he must believe, Shifu let it go, and didn't say a word to Po.

"Master, what will do while we are gone?" Viper asked.

"I will train the other students, I can not keep the Valley of Peace safe on my own." Shifu explained.

"But, Master! They are only beginners! There is no way that they can fight, trained warriors!" Tigress said outraged by the idea.

"Tigress! You must believe that these students can help protect the valley! It your duty to help protect the weak, and not all can live here in the Valley of Peace. We can not have a military here, for the Thread of Hope, keeps any of these force from getting here, and leaving here. So I need all of you to be brave and have trust in your master." Shifu said proudly.

"Yes, Master Shifu!" the six of them said loudly.

"Now, Xeng with accompany you, as the messenger. He will keep me inform how you are all doing. And he will also tell what is happening here. Now, Tigress I want you to be in charge. Work as a team, and...be careful." Shifu said a sad tone to his students.

" Thank you, Master," Tigress said as she bowed and the rest followed her. Shifu watched as his students walked out of the gate and began to descend down the long stairs way. He felt suddenly hopeless as he watch his family leave.

"I think we should take a rest, were about half way there." Aka said as she was sitting by the river.

"We should keep going, we're making good time!" Shirokuma yelled as he kept walking.

"Calm down Shiro...Aka is right we just need a rest." Hokuto said to the polar bear.

"Aka, when do you think we'll get there?" Komori said.

"If we keep the speed we have we can get there by night fall." Aka responded her ears turning down.

"Alright...well let's just get there then. We can rest once we are there," Okami stated.

"I guess so..." the red panda sighed. So they continued on their journey to the Valley of Peace. Little did they know that they would be crossing paths with the Furious Five and the Dragon Warrior.

"Guys, can we take a break?" Po asked.

"NO!" Tigress yelled. The Five were on a mission and they would not be stopping to rest. Po who had never gone on a mission with them did not know this, and neither did Xeng.


	4. Chapter 4

The sun was no in the middle of the blue sky, its rays warming up the surrounding trees around Aka and her teammates. The sound of the wind rustling the leaves seemed to be the only conversion going on that was until..

"Hey, I see smoke," Komori said. The all looked in the direction where the slightly large brown bat was pointing.

"I see it too," Hokuto replied. "Shiro, can we rest when we reach the village? I'm getting really hungry."

"No, we need to keep going were a little over half-"

"Shiro, they need to take a break! Let's just get something to eat and drink. Then we will leave." Aka stated her voice commanding.

"Listen, you little-"

"HOKUTO! Wait!", yelled Okami as he was running after him. Soon the rest of the team was running toward the village.

Meanwhile on the other side of the valley the Furious Five and the Dragon Warrior were heading in toward the village as well.

"Master Tigress, can we please rest?" said an exhausted panda. The only response the tiger gave him was the evil eye.

"Tigress, we should rest. Po has never done this before," Viper pleaded with Tigress.

"I agree with Viper, we should stop and let Po rest." Master Mantis agreed.

"ARGGG! Fine we will rest, when we come across a town." Tigress said quite annoyed.

"Thanks, you guys." Po said. Only Viper and Mantis responded with smiles. As the trees started to clear away, the Furious Five, Po and Xeng a peaceful, harmonious valley. Not only that, the main village of the Valley of Harmony; everything seemed so harmonious...

"HELP!!" the sound of distress, called to the Furious Five, and the Dragon Warrior, caused them all to run as fast as possible to the village.

Finally catching up to Hokuto and Okami, Aka and the rest of them had barely a second to catch their breath, when they heard the cry for help. This time Aka was the one to take off in the direction of the cry and the rest of the team was hurrying behind her.

"AKA! SLOW DOWN!" Hokuto yelled. However the red panda didn't slow down, but continued to run as fast as she could. They soon lost track of Aka, as they got deeper in the village, and even Komori lost track of her. Aka, who was only focused on finding the one person who shouted out help, finally coming upon a crowd of villagers and a gang of boars. The small red panda pushed her way to the front of the circle, and there she saw who had cried for help.

As the Five and Po came in the village, the panda was over come with the smells coming from all the restaurants. He could hardly keep up with the Five as they maneuvered past the villagers and carts, soon he then lost track of them. The smells of ginger, ginseng, and other aromas teased the poor panda's nose. But a cry of attack, snapped the panda out his trans, he was now running toward the sound.

"Kia!" the red panda shouted as she kicked a large boar away from a terrified kitten. Aka looked at the boar sprawled on the ground, but two more took its place.

"You'll pay for that you little rat!" spat the boar to the left.

"Look what she did to poor Lee!" the second one said.

"He deserved it!" yelled Aka still standing in front of the kitten, " He shouldn't be picking on defenseless children!"

"Lee, can pick on anyone he feels like. We're in charge here! And there's nothing you can do about it." the boar to the left smirked.

"Hu, let's take out this rodent!" the second yelled.

"I agree Yun." Hu said as he was edge closer to Aka. The red panda ready herself for their attack, but then a quick streak of orange and green stood in front of her. Soon she was behind the Furious Five. The boars were taken aback by the sudden appearance of the five. Aka who couldn't believe they were actually here, stood in horror as her ears picked up the familiar sound of her team approaching. Aka turned around and faced the frightened kitten.

"Go now! You are safe for now…you need to leave here. And tell the other villagers, to leave as well" she told her. The scared little cat shook her head and ran; Aka stood there and watched as the crowd slowly dispersed.

"Are you okay?" said a voice behind the red panda. Aka looked around and now the Furious Five were staring at her.

"Uh…yeah I'm fine," she said. "Thank you. I'll be going now."

"Wait!" cried Mantis.

"Uh…yes…" Aka said, her bright blue eyes looking at them.

"It's just that you look so familiar. Are you related to-"

"AKA! WHAT ARE- GET THEM!" yelled the gigantic polar bear. Aka turned around and saw her team run towards the Five. Aka quickly moved out the way and but a giant white claw came down on her.

"Oof!" the red panda looked up at Shiro. "What was tha-" She jumped out of the way she looked at the polar with confusion. Shiro on the other hand was clearly focused on attacking the red panda. Another white claw came down to strike her once again but it was stopped by a black paw. Shiro was then kicked away from Aka, and Po looked down at her. He gave her smile, the red panda was speechless.

"Arrggg!" Shiro growled and then attacked Po. Po lost his balance and ended up knocking Monkey and Viper away from Okami. Aka watched as the wolf and the polar started to coming toward her.

"Guys…wh-what are you doing? Wh-why are looking at me like…that" Aka suddenly realized what was happening.

"I'm really sorry Aka, but we have orders to follow." said Okami. He jumped toward Aka, but she managed to move out the way, but Shiro grabbed her tail. He then threw her to the ground. The small red panda turned to get up but the wolf then kicked her down again. When Okami when to kick her again, Aka blocked it and pulled him down. Doing a back flip she barely missed Shiro's attack. Landing next to a house. The two looked at the red panda who was breathing heavily. She then felt something warm running down her right side. Touching it she saw the crimson shine on her hands, apparently Shiro didn't miss after all. As the polar bear and the wolf went to attack again this time Master Monkey, Master Viper and Master Crane came to her aid. Po on the other hand was fight along side Master Tigress against Hokuto. As Aka walked toward the wall of the house she winced in pain. She was still confused why Shiro and Okami had attacked.

"_Who had order them to attack me? Why would they attack me anyways."_ she thought, her breathing was getting more shallow. She watched the battle it looked like the Furious Five and the Dragon Warrior were winning, but she couldn't really tell. Her vision started to get fuzzy, black walls started to close in around her. Aka tried to fight it, but she ended up giving in. No on seemed to notice the small red panda that lay unconscious next to the house, all except one.


	5. Chapter 5

_The fog seem to clear away, revealing a small village in the middle of a large valley. The tall mountains surrounding it, but on this beautiful summer day, a red panda cub was playing the flute at the base of a peach tree. The melody up beat, and the cub's ears would twitch just a bit if a note was slightly out of tune. A small breeze help by making it seem like the grass was moving along with the song, but also sending the sweet peach scent in to the air. As the young cub played, its ears began to twitch even more. Something was near, and it was getting closer._

"_Kia!" shouted another red panda. The cub who had been listening to the attacker, blocked the strike with its flute. Then a fight was engaged, this red panda seemed determined to defeat this small cub. However this cub was quite skilled in the way of kung fu._

"_Kia!" yelled the cub, as it tried to kick the older red panda. This older red panda caught the foot and threw the little cub to the ground._

"_Not bad," the older red panda said while helping the cub up._

"_Thank you, " the cub then bowed , "I've been practicing!"_

"_I can tell, you have improved much since my last visit. Are you ready for your next lesson?"_

"_Yes!" _

"_Very good, then. We will be working on balancing."_

"Uhhh…my side…"

"Oh! Your finally up!" said a cheerful voice.

"Umm…where am I?"

"You, are…umm….I'm not actually sure where we are, but you are safe." Aka opened her eyes. The mixture of green and black bamboo trees greeted her, as well as a panda bear. She moved to her right side, but slowly turned back to the left.

"Uh…wh-why did that pol..polar bear and wolf attack you?" Po said slightly unsure that was the right question to ask.

"Uh..I-I'm not really sure why they attacked…" Aka trailed off. She was not looking at the darkening sky. It's pale orange and pink disappearing in to the black abyss.

"Where are the Furious Five?" the red panda asked not taking her eyes off the sky.

"Master Tigress thought it better if I took you far away from the village. She and the others are going to be continuing the mission we were set out to do," Po said sadly.

"Oh…"

"But don't worry…were almost to the Valley of Peace."

"What! Where almost to the Valley of Peace?" Aka said

"Yeah, I just stopped for a little rest…we'll be there in pretty soon."

Aka slowly started to stand, she could hear the padded feet coming their way. They sounded heavy and that there were a large group of them. Po tried to listen to what Aka could hear, but his small ears could quite pick up the sound yet.

"There's a group coming this way, they sound like large animals…"Aka said to Po.

"Uh…maybe you should lay down…"the worried panda said. Aka didn't acknowledged Po. She just stood in her fighting stance, Po getting the hint stood in his fight stance right next to her. The thunderous sound was getting closer now, and the panda finally could hear it. The two of them were ready for what was about to come their way. Suddenly, large group of boars, emerged in to the small clearing where the red panda and Po were.

"YOU!" Hu yelled, his sword pointing at her. Aka narrowed her eyes at the boar who had threatened her early that day. She was sure that she wouldn't be able to defend herself; in her current condition, and she didn't have very much faith in the Dragon Warrior either.

"I said you were going to pay for what you did to Lee!" Yun spat moving closer to the two pandas.

"Hey, guys look there's no-" Yun charged at Po, his sword leading the way. Then in a flash it was cut in to two. The gang of boars stood in amazement and so did Aka. The Dragon Warrior was holding the Sword of Heroes, the legendary sword that could destroy all others. The fury building up in Hu and the rest of the gang subsided turning in to panic. There was no way they were going to go up against a panda who could use the Sword of Heroes, it would be suicidal.

"You know what…Lee got what was co-coming to him…"stammered the scared boar to the left of Hu.

"Yeah…sorry to have bothered you…"Yun said in a high pitch voiced. With that the gang ran back the same path they had taken. Aka, however just stood there starring at Po, her thoughts running wild.

"Ow!" Aka said quietly as she fell to her knees. Po stooped down next to her, and scooped her up in his arms.

"I think we rested enough, and you don't look so good…"

"Uhh…I feel di…"the small red panda fainted, in Po's arms. As the loveable hero hiked through the bamboo forest, his thoughts turned to the red panda in his arms.

"_She reminds me in some way of Master Shifu, the way she just won't give up regardless how injured. But not only that but those big blue eyes, the way she gave me that same look of annoyance, just as Shifu does."_ Po thought. He wasn't aware that he was no longer in the forest, as the twinkling stars greeted him, as well as the light whisper from the wind. The breath taking sight almost made Po stop and just be one with the universe. However the little weight in his arms reminded him that he need to get to the palace. This peaceful sight would not last soon for dark storm could were heading toward the Valley of Peace.

"Finally," Po said to himself as he saw the village lights of houses and shops led the pathway to the Jade Palace. The excited panda, decide to finish the trip by running all the way there. Still holding Aka in his arms the suddenly fast panda came to a stop, was almost out breath by the time he reached his one weakness…stairs. He took one step at time, still very out of breath. By the time he reached the top, Po collapsed right in front of the gate. His loud breathing awoke Aka, who was still quite weak from the blood loss. She looked around, the large wooden gates, the torchlight the only glow and the sound of small foot steps rushing to the gate. Po about to fall down face front set Aka down on to the ground and then fell on to his stomach. His heavy breathing stirring the dirt up.

"PO! What happened?" Master Shifu said, as he rushed to the exhausted panda. Po who was still too out of breath pointed at Aka, who was struggling to stand stared at him. Her bright blue eyes fixated on Shifu's equally blue eyes, both red pandas remained still. Neither knew what to say, the only sound to be heard was the sound of an exhausted Dragon Warrior.


	6. Chapter 6

_Those eyes…they are soo familiar…_ Shifu and Aka both thought as they continued to stare at one another.

"Master Shifu…"Po said. But his master did not hear him, he was too fixated on the young red panda across from him.

"…she has been severally injured. We need to get-"

"Um…what were you saying Po?" Shifu finally answered.

"Master, we need to get-Oh!" Po caught Aka before she fell to the ground. Shifu looked at the panda and understood what he was about to say. The three of them entered the grounds of the Jade Palace. Aka who was not unconscious looked around in amazement, she was finally able to take in the sight to the palace. Her previous mission was only observation, and she didn't spend much time on the palace grounds. But even at night, it was still stunning. The golden dragons that stood as the guards to the Hall of Warriors were gleaming in the moonlight. The shades of jade glowed a light green, and the breathing taking view of the valley as the pandas strolled up the stairs. The young red panda couldn't believe it, and the pain from her right side seem to go away, as did the magic of the Jade Palace.

"Master…Shifu, is she going to be okay?" the concerned panda whispered.

"Yes, Po. She will be fine, the cuts are not that deep. She will make a full recovery." Shifu responded.

"That's great," Po sighed in relief.

"What is her name?" the red panda asked.

"Uh…I don't know master…" Po said a little embarrassed.

"Let's go Po.." Shifu said heading to the door. The giant panda got up and followed his master. He took a quick glance at the sleeping red panda, and smiled. Aka waited for the door to close and for the footsteps to disappear before opening her eyes. A dark room with paper thin wall greeted her, as did the moonlight. The pain in her right side seem to be less painful, and bandaged. Her belongings were leaning on the wall at her feet.

"Grrr…"a quiet growl irrupted from the small red panda's stomach. Aka pulled the blanket off here and slowly stood up. She sniffed the air in hope of catching the scent of food, but the heaviness of the incense prevented that. Opening the door quietly she looked around the darken hallway. Being careful not to make a sound, she stepped slowly and quietly out on the floor, heading out of the sleeping barracks.

"Hmmm…where would the kitchen be?" Aka muttered to herself. As she stepped into another hallway. Her ears trying to catch any sound that someone else was up or coming her way. Suddenly she heard light breathing behind her, quickly turning around her, leg ready to make contact with the person behind her.

"Ah…I see that you are awake," Shifu said as he blocked Aka's kick.

"Sorry…" Aka said pulling her leg back. Her eyes looking into Shifu's amused eyes.

"It's okay, may I ask why you are wondering around here late at night?" the aged red panda asked.

"I am looking for the kitchen…I kind of hungry…" she answered a little embarrassed.

"Ah…well, you won't find the kitchen going that way," Shifu said nodding toward the direction Aka had been heading, "Come, I will show you where it is." With that Master Shifu turned around and started to head toward the kitchen, Aka followed him.

"May I ask what your name is," he said as they walked down the hall.

"My name is…Aka…" she responded.

"Aka…I am Master Shifu. I am sure that you have heard of me?" the red panda said with a raised eyebrow.

"Yes I have heard of you…The greatest kung fu master."

"Yes," he chuckled, "Now Po informed me that you were attacked by a large polar bear, and wolf. Not only that but followed by a gang of boars."

"Yes…the gang of boars was causing trouble in a village I was passing through. They appear to think that picking on defenseless child is fun. As for the polar bear and wolf I am unsure why they attacked me…"

"I see…he also tells me you are quite skilled as well." Shifu said as he opened the kitchen door. The two of them walked in, Aka not saying a word. She was didn't know how to respond.

"When you wounds heal, would you like to stay and train?" Shifu asked.

"Yes! Would love to stay and train! Would you be training me?" Aka said excitedly forgetting her mission.

"Hmm…So what would you like to eat?" Shifu sat down at the table. Aka looked at the stove, and there standing in front was Po.

"Uh…some soup sounds good…" the young red panda said sitting in front of Shifu.

"Alright!" the enthusiastic panda said. Shifu stared at Aka with much interest. He couldn't shake the feeling that he knew her. She started right back at him with equal interest, wondering why those blue eyes had haunted her dreams.

"Order's up!" Po exclaimed, "I really hope you like." Shifu nor Aka acknowledge Po nor the soup. The feeling of familiarity was too strong, and the only one immune to it was Po.

"Um…Master…Shifu…" he said worried.

"Huh…" the aged red panda responded.

"You've been staring at her for several minutes now…"

"Oh! Sorry…where are you from?" Shifu said realizing that he had been transfixed by Aka's eyes. She lowered her eyes, stirring the soup in hope that the answer would surface. _"What do I say…I don't even know where I'm from…And why do I know his eyes…I've seen soo many times in my dreams. Arggg…"_

"Aka…"a faint voice called, "Do you like the…"

"Wha? Oh…the soup…um it's fine" Aka said as she brought the bowl to her lips.

"Aka? That's an unusual name…where are you from?" the curious panda asked.

"I don't know…" she finally said.

"Oh…well, you are welcome to stay here as long as you like." Master Shifu stated.

"Thank you. Both of you are so…kind," she said…her thoughts fixated on her dreams.

"Po…thank you for the late night snack. Aka, you must rest if those wounds are ever to heal properly. Good-night both of you," with that Shifu left Aka and Po at the table and walked off to his room.

"Here," Po said as he took Aka's empty bowl. "You should go back and rest." Po held the bowl high above Aka, who was trying to take care of her dish. However the persistent panda wasn't going to have a injured red panda clean her bowl.

"Okay…" she said defeated. As she walked out of the kitchen, she turned back and thanked Po for the soup. Her stomach felt warm, and she felt much better than she ever felt in long time. When she got back to her room, she curled up under the blanket sleeping on her left side. Finally, sleep set in, and Aka's question would be answered.


	7. Chapter 7

_The sweet smell of the flowers hung in the air, the slight scent of peach tickled the small nose of a red panda cub. Who sat at the base of a tree, playing a heart felt song on a black bamboo flute. It seem that the world was at peace, everything in a perfect harmony. As the cub continued to play along with mother nature, the sun began to set behind the towering mountains. The shades of bright orange, pink, and yellow melted in to the coming darkness, and the little red panda cub, was too involved in the song she was playing. _

_As the black velvet sky, littered with diamonds dominated the sky, the cub ended her song, and gazed up. She tucked her flute away in the folds of her robe, stood up and walked away from the tree. The moonlight, illuminating the path to her home, the babbling of near creek, soft whisper of the wind, created the perfect song. As the cub entered the courtyard to her house...CRASH!_

_She ran to the front door slid it open. There several figures were clocked in dark robes, attacking two other red pandas. The cub frozen on the spot only watched. _

"_Where is the child?!" one of the figures shouted, as it threw a punch at female red panda. She dodged it, glancing at the male red panda, who was staring at the cub._

"_Li-Mei-" he was kicked to the ground. Li-Mei ran to her father's side, but was snatched up by one of the robe henchmen. _

"_Mama! Papa! Sa-"_

"_Let her go!" her mother demanded. The villains only laughed at her, the one holding the red panda cub started to walk away. The two parent red pandas charged at kidnapper. Knocking Li-Mei out his clutches and on to the floor, they then engaged in to battle. Both the mother and father were out to kill this one person. Li-Mei continued to watch amazed by the fighting skills of her parents, however her ears caught the sound of the other intruders coming toward her. She ran down the hall way toward her bedroom. The two henchmen on her tail, Li-Mei stopped and faced them. The stood there looking at one another, then the figure to her right attacked, was suddenly on the ground rubbing his head. Li-Me on the other hand was standing in the same spot, her right hand was her flute. The boar got up and looked at the small cub amazed, and angry. _

"_BAM!" The boar and the other figured collided, falling to the floor. The boar was knocked unconscious, the other figure, an alligator, turned around and faced the red panda cub. The two of them stood there looking at one another, and then the alligator ran toward her swing his axe. Li-Mei dodging each swipe, noticed that her attacker was purposely missing. She then ran toward the alligator, who then swung his weapon toward the cub. Li-Mei, heard the axe cutting through the air, and immediately dived between the alligators legs. The red panda cub then turned around and then kicked in back, sending him to the floor. The axe flew in to the air, and just barely missed the alligator's head. Being less than an inch from death, caused the alligator to pass out. Li-Mei looked around and smiled. She had taken out two foes all by herself, with her new found courage, she dashed back to the main room where her parents were._

"_Mama! Papa!" she screamed. As she saw both her parents on the ground, the intruders nowhere to be seen. _

"_Mama! Papa!" she screamed again, as she tried to shake them awake. Neither of them, moved. Li-Mei tried to turn her mother over, but quickly stopped when she felt the something warm touch her hands. A bright crimson color, covered her hands; Li-Mei, started to scream for her mother and father louder. Tears filled her eyes, as she stayed kneeled by her parents bodies. Slowly she started to clam down, and the darkness closed around her._

"MAMA! PAPA!" Aka screamed loud enough to wake her up. The room was dark, and the sound of her panting, was all that could be heard. She started to calm down, felt her right side, it didn't seem to hurt her anymore. So she got up and walked out of the sleeping barracks. When she got outside, the moon and stars greeted her, and light fragrance of peach tickled her nose. Following the scent, it led her to the Peach Tree of Heavenly Wisdom. There she sat at the base of the tree and faced the diamond riddled sky, her thoughts on the dream she just awoken from.

"It seemed so familiar, and that name. It sound familiar as well...Oh what was that name!" Aka said to herself. Suddenly she was standing in defensives position she could here someone approaching.

"Aka.." a familiar voice whispered.

"Komori?" Aka said a little uncertain.

"Yes, I'm sorry about the other day. I don't know what they were thinking. But it did get you in to the Jade Palace." the bat said happily.

"Thank you. Are the others on their way?"

"The will be here by sunrise. How are things, are you his student yet?"

"Things are good, but I have to let my injuries heel up first. But I'll be student quite soon."

"That's excellent news. I must go now, if you need to get in contact with us, you know where we will be. And...Aka, good luck." Komori said, as he flew away in to the night sky.

"Bye," Aka managed to say. She looked after her team mate, and feeling of uncertainty crept in to her mind.

_I don't think I can do this...Master Shifu has treated me with kindness, as well as the Dragon Warrior. I unsure about-_

"Li-Mei?" Master Shifu said. Aka spun around and looked at the old red panda, his blue eyes boring in to her's.

"How do you know that name?!" Aka said shocked that he knew it.

"It was the name of my niece. It was believed that she was killed some time ago." Shifu responded. "You, look like her. Not many red pandas have blue eyes, nor do very many carry a black bamboo flute with them."

"How did you know what my flute was made of?"

"Because, I made that flute and gave it to my niece, it was a birthday gift. I believe that you are her, but I cannot be certain. There is one thing that only she would know."

"And what is that one thing?" Aka asked, her interest peaked. Suddenly Master Shifu attacked the young red panda.


	8. Chapter 8

The soft sound of air being pushed through the keys of a flute were over powered by the sounds to two animals fighting. Grayish pink colors were starting to show in the sky, and some of the students were walking about the grounds. Aka and Shifu were so engrossed in their battle that they did not notice that the had traveled on to the grounds, let alone that they were in front of the training hall. Students stopped a watched a scene of white and red blurs move across the courtyard. Some of the bunnies and geese weren't sure what to do, however on little black and gray bunny went running toward the sleeping barracks.

"DRAGON WARRIOR!" yelled the little bunny as he ran toward Po's room. "DRAGON WARRIOR!"

"Uh..Huh?" said the sleepy panda.

"Dragon Warrior you must come quickly! It's Master Shifu! He's being attacked by that strange guest!" the little bunny squeaked.

"Uh..wha...Master Shifu is being attacked?" the still sleepy Po responded.

"Yes! Please Hurry!"

"Master... Shifu...MASTER SHIFU!" Po shot out of his bed and ran out the door, the small bunny right behind him. When Po and the black and gray bunny emerged, the crowd of students had tripled in sized. Everyone from the palace seemed to be watching Master Shifu and Aka fight, who were still focused on each other. The panda bear ran toward the center of the court yard and called out his master's name and Aka's. However neither of the red pandas took any noticed of the large panda bear. As Shifu was about to hit Aka in the head with his flute she dived to one side, spinning around she was about to kick Shifu in the back when something pulled her from behind. The young red panda was shocked that someone grabbed her tail, and held her above the ground. Master Shifu, only stared at Po who was holding the squirming Aka.

"Master Shifu! Are you alright?" the concerned panda asked.

"Yes, I am fine Po. Could you please put Aka down." smiled the old red panda.

"But Ma-"

"We were training, Po." Master Shifu looked around at the large crowd. "Please go back to whatever it was that you were doing"

"Po..."

"Yes, Master Shifu." Po set down Aka, who then looked up at Po, giving him the evil eye.

"Both of you please follow me. We have much to discuss." Shifu said walking toward the Hall of Warriors. With the doors closed, the red panda motioned for Po and Aka, to sit down. Po looked around the blue room, amazed and excited since he had never been in there. Aka on the other hand was in deep thought about what Shifu had said early that day, as well as her strange dream.

"This is the blue room. It has been used for formal meeting with leaders of China as well as those in other countries." Shifu explained.

"Wow!" the Dragon Warrior exclaimed. Aka just merely nodded.

"Now, Po I want you try and remain calm, can you do that?" Shifu asked.

"Yeah...Uh...Yes! Master Shifu!" Po said now completely focused on Shifu.

"Alright, Po this is not easy to say, nor to explain. But I believe that Aka here, is my niece." Shifu put his paw up to silence Po. "She has my eyes, which are a family trait, only two of us had them, which is myself and my niece. Second, she carries a flute, that I made especially for her. And third, I had taught her a move. Which involves dive between a foe's legs and spinning around to kick in the back. Therefore knocking them, and having a chance to get away. I taught it only to her, because of our size it is quite effective. She did that move today, and almost executed perfectly, that was before you stepped in to help." Shifu finished, giving a Po a small smile.

"Master, are you really sure that she, is your niece."

"Yes, because she also answered to another name, and it would be very unlikely that she would have the same name."

"What is the name?"

"It's Li-Mei. So do you believe, as well," Shifu turned to face Aka."

"I'm not sure, I don't remember much about my past. I guess it could be possible..." she said.

"Now, that has been said. I would like you to help us. There has been trouble in the neighboring valleys. And I fear that the treat will show itself here in the Valley of Peace. As precaution, I'm training the students here, however with you and Po we may stand a chance. Should this new enemy reach us." Shifu informed Aka.

"Ummm...I'm not sure..." Aka trailed off.

"I know this ask much of you, but if you and Po could train the other students, and I will train the two of you." Shifu said. Upon hearing that she would get to train students, her ears perked up, a smile crept on her face.

"I would like to do that..."the young red panda answered.

"Thank you, now I have just one more thing to ask you? What would you like to be called 'Aka' or 'Li-Mei'?" he asked her. Aka looked at him, not really sure what to say, her thoughts wondered to her dream yet again. Remembering that her parents had called her that, if that dream wasn't a dream, but a memory. After deliberating, she made her decisions.

"I would like you to call me-"

"MASTER SHIFU!" called Xeng, from the entry of the Hall of Warriors. Shifu jumped up and ran to the entrance, the young red panda and the Dragon Warrior ran after the their master.

"Xeng! What news do you bring?" Shifu asked a little impatient.

"The Five, have managed to take back all the valleys, apparently the military force heard about the Five taking back the valleys. The gave up, last I heard, they are on their way back here." Xeng reported.

"That is very good news, thank you Xeng." Shifu smiled. He looked at his two students, still smiling.

"With this good news, doesn't not mean that we stop train. Anything can happen, so I would like you to go eat, and be prepared for a long train sessions." Shifu told them. The two of them bowed and left, as they walked the red panda, informed Po that she was not hungry at the moment, and was going to her room to make sure her wounds were healing fine. Po nodded and went off to the kitchen.

The young red panda scurried off, toward the sleeping barracks but, didn't go in. She ran toward the forest, finally stopping, she took out her flute, and played one note. With in minutes, Komori arrived, but he was not alone. Sensei Kitsune and General Oushi, emerged. She stood her ground, and then bowed once her master was within two feet of her.

"Aka, what news do you bring?" he said.

"The Furious Five are on their back to the Jade Palace. The neighboring valleys are no longer under our control." she informed them.

"Yes, we already know that. A small sacrifice, but I have another plan underway. This plan is will not fail."

"Sensei? Another plan? What is this plan?"

"Unfortunately, I cannot tell you. It is a matter of precaution, just incase something were to happen to you." he said coolly.

"I see, Sensei." Aka said, a little upset that she was out of the loop once again. A small sting of pain, reminded her of the first plan that she was not informed of.

"Your mission still stands. Have you gotten close the subject?"

"Yes, he plans on training the remaining students here, that is all I know." Aka said, keeping some parts out.

"Very well, we may call on you at sometime, so pay attention, and listen closely." Sensei Kitsune said. Aka bowed, Kitsune, Oushi, and Komori then left her, in the middle of the forest. She listened to their foots steps, waiting for them to be just barely out of ear shot, then she followed them, just as the was close enough to hear what they were saying. She remembered, that she was doing a training sessions with Po and Master Shifu. A quickly and quietly as she could she ran back toward the Jade Palace. However, little did she know that Komori was watching her the whole time, as well as one other person.


	9. Chapter 9

* * *

"She followed us didn't she?" the fox asked the bat.

"Yes, Sensei." Komori answered.

"I see, this is going to cause a problem. We need to act fast if our plan is to work. She mustn't find out! Tell him when he sees the Furious Five to take them out! Then I want you to keep an eye on her!" Sensei Kitsune commanded.

"Yes, Sensei." Komori flew away.

"Sir, when do you want to invade the palace?" the bull asked.

"As soon as the Five are out of the way."

"And what about, the little rat!"

"Take care of her, I'll handle the bigger one."

"What do you want me to tell the others?"

"Have them ready to invade the grounds."

"What about the Dragon Warrior?"

"Ah, yes...have them go after him first. And make sure _he _joins me when I go to meet Shifu." the bull nodded and walked off toward the base camp. Sensei Kitsune smiled, his plan seemed to be falling in place, however his mind wandered over to Aka. She could pose a great threat, if she were to turn on him. If General Oushi couldn't handle her, Kitsune would and so would _he_!

* * *

"Kick higher! Both of you!" yelled Master Shifu as he hit both of them with his bamboo bo staff.

"OW!" they both cried.

"Now try again!"

"Yes, Master!" this time the kicked as high as they could, however they both lost their balance, falling backwards on to the ground.

"Get up! This time keep you balance and focus!" the red panda shouted. Po and Aka got up quickly and tried once more this time they succeed. However, Master Shifu then ordered them to try with the other leg. That attempt did not go as well. The two students fell about five times before the got it right. Master Shifu, continued to push them, and finally when came to practicing with weapons, the two students excelled greatly.

"Master, do you think we could take a little break. I'm starving!" exclaimed the hungry panda bear.

"No, I want you two to spar with each other, one round. And then we will take a break" Shifu told them.

"Yes, Master." Po and Aka faced each other, both holding bamboo bo staffs. The two students bowed to each other and began to spar. Po charged at Aka who jumped high in to the air, and swung her staff downward towards the Dragon Warrior. He blocked her attack, and brought his own staff down, she blocked his attack and tried to trip him with a kick, but he jumped back. She then ran swinging her staff low to ground, Po stepped on it, Aka then kicked him in the stomach which proved to be a big mistake. The little red panda bounced away from the Dragon Warrior, and rolled to a stop ten feet away. Master Shifu observed his students, impressed how Po seemed to be holding his own against the newest student. But he was also impressed that his niece, was so well trained as well. He was quite proud that she turned out to be soo skilled, but then again he knew she would be ever since she was cub.

Po ran toward the young red swing his staff, Aka on the other had wait for the right moment and dodged the hit, by diving between the panda's legs. She then used her staff to flip her in to the air, she spun around and swung her staff around.

"BOOM!" the Dragon Warrior was knocked to the ground and the red panda landed on the ground in a defensive stance. Shifu walked up to them and helped Po up, Aka still remained in her defensive stance.

"Now you may take a break." Shifu said, a look of amusement on his face. Po jumped to his feet and bowed to his master be rushing off to the kitchen. Shifu then faced his niece, the two red pandas bowed respectively.

"Good job. I see you were a little stunned when you kicked Po in the stomach." chuckled Shifu.

"Yes, Master. I wasn't expecting to be push back with such force." she smiled at her uncle.

"You know you never did answer my question. Should I call you 'Li-Mei' or 'Aka'? the Master of Kung Fu said.

"I would like you call me 'Li-Mei'" said Li-Mei with a small smile on her face.

"Alright Li-Mei, now let us go eat. We will need more energy before we continue our lesson." Shifu said smiling.

"Yes Ma-"

"You may call me Uncle, if you wish."

"Yes...Uncle" The two red pandas walked toward the kitchen, their noses were greeted by a wonderful smell.

* * *

Just several miles away from the Thread of Hope, the Furious Five, had stopped for a quick drink of water before the continued their way home.

"Xeng said, Po and that injured girl got to palace safely." Crane said, as he sat down.

"Did any of you get a good look at her?" asked Mantis, taking a drink of water.

"Yes, she is red panda, just like Master Shifu." Tigress answered.

"Really! I wonder if she knows him?" Viper suggested happily. The others nodded any insight to there's masters past was welcomed. Tigress didn't know anything of Master Shifu's family. He never spoke of it to her and as far as she knew not even to Tai Lung.

"Well, let's get going were almost home...possible she is still there." Monkey said getting up and heading toward the Thread of Hope. The Five started running, their energy level high, and they wanted to know was if the red panda girl was still there. As they got to the last bridge of the Thread of Hope, Tigress stopped, an odd feeling came over her.

"STOP!" she yelled, she strained to hear any noise that sound out of the ordinary, then she heard it, footsteps, and the were getting closer. However, they were also coming from the direction they happen to be heading towards.

"RUN!" she yelled, and they all ran across the bridge as fast as they could. Just when the were on the other side they all stopped.

"YOU!" the Five yelled in unison.

* * *

Shifu, Li-Mei, and Po after having a quick lunch went to the Training Hall, where the Master, wanted the two to go a couple of paces through the quite frightening course.

"Um...Are you sure about this Master?" Po said his memory going back to the first time he had to complete the course.

"Yes, Po I am, but I will have Li-Mei start and you will start shortly after. Ready Li-Mei?"

"Yes."

"Go!" Li-Mei took off, she avoid the Seven Swing Clubs of Instant Oblivion, quite quickly. When she came to the face the Ngoh Wan Crocodile Clan wooden dummies. Aka jumped and then dived, but the arms and legs kept swinging her way. Her reflexes were just barely quick enough to avoid being hit. Just as she approached the end one of the legs caught her, falling to the ground another managed to hit her in left side. She tried to regain her balance but the speed of the dummies seemed to have gone faster. As Li-Mei tried to blocked the on coming attacks, she quickly fell to floor when one to the armored tails whacked her right side. The pain was unbearable, she looked up just in time to see a large black paw, block another strike from the vicious Ngoh Wan Crocodile Clan dummies.

"Are you okay?" The worried panda bear asked.

"Yeah...thank you," Li-Mei said slowly getting up. As the reached the reached the Field of Fire Death, Po stopped, fear was all that his face read. Li-Mei looked up at him, her side still in pain.

"What's the matter?" she asked.

"Uh...it's just...that..." the frightened panda couldn't finish. Just then a giant wall of fire erupted before them, and the red panda understood.

"Po, follow me, but you have to be quick." reassured the red panda.

"I-I don't know-"

"NOW!" Li-Mei leapt on to the platform and took two steps. She signaled Po to stop, then she jumped in to the air, flames consuming the area she was just in. While in mid jump she told Po go on to the platform. As both of them were on the Field of Fire Death, she told the panda bear to jump where she was. Po jumped in to the air, and landed next to her just as the wall of flames erupted.

"Wow! I did it!" smiled the now more confident panda. The two of them working together got through the whole course. Master Shifu was impressed that they worked as team to get through it, curious, he had them do it together. In recorded time, the two of them finished. The old red panda smiled, and called it a day.

* * *

"Sir, the Five will not be a problem," he told Sensei Kitsune.

"Are you sure? We cannot afford any screw ups!" the annoyed fox said.

"Yes, I am Sen-"

"I want you to go and double check!" Kitsune ordered.

"Yes, Sensei..." he bowed, and then ran off in to the coming night. The fox took his sword, and started to practice. His sword fighting looked like an elegant dance to anyone who only saw from a distance. Kitsune stopped, when he saw a sapling, it's height was roughly the same as Master Shifu's. One quick swipe and the poor baby tree was in two pieces.

"Sensei!" called Komori as he flew toward the fox.

"What is it?"

"I have some interesting news, about Aka. Or should I say Li-Mei now."

"Li-Mei...? So she's remembering...." the fox muttered to himself.

"Sir...?" a concerned bat asked.

"Is that all?"

"Yes!"

"I need you, bring her here. I want to here what progress she is making with befriending, Master Shifu."

"Yes, Sensei!" the bat flew back toward the Jade Palace. Standing there, Kitsune smiled, as he thought how close to victory he was.

"Your time is almost up, Shifu..."he said to himself.


	10. Chapter 10

**After vigorous training and one more meal, just before bed. Li-Mei, Po, and Shifu were walking the palace grounds. Po still feeling a little hungry headed toward the edge of the grounds, the one spot that was peaceful and beautiful. The Peach Tree of Heavenly Wisdom, had been a place of peace and tranquility for both the Dragon Warrior and Master Shifu. Li-Mei, who had only visited the site once, could help but feel calm as they approached. The three of them looked up at the crystal clear sky, the stars twinkling, the moon shining bright, and a soft breeze swirling with the hint of peaches in the air. Each one of them feeling all the burdens lifting from their shoulders as the gazed up at the heavens. Shifu and Li-Mei's ears twitched, a loud slurping noise could be heard under the tree. The two red pandas slowly turned around and looked at the giant panda devouring several juicy peaches. Po paid no mind to his master nor his new friend staring at him, the sweet tasting peaches were the perfect late night dessert, for the hungry warrior.**

"**I believe it is time we go to sleep," Master Shifu spoke. Li-Mei looked at her uncle and nodded her head. Po also agreed with his master, and grabbed a few more peaches, he was going to make a awesome breakfast using them. As they entered the sleeping barracks, Li-Mei suddenly turned around and scanned the shadows that were creeping closer the buildings. She couldn't help the feeling that she was being watched, she strained her ears, training find any foreign sound. She finally turned around, coming face to face with her uncle, who gave her a questioning look.**

"**I thought I heard something...It must have been the wind rustling the leaves," Li-Mei told Shifu as she walked down the hall to her room.**

"**It has been a long day...you and Po trained very hard today. You probably just tired." the aged red panda said with a smile. Li-Mei gave her uncle a smile back, but she couldn't shake the feeling that someone was there. Finally bowing to her master Li-Mei headed off to her room, listening to the soft foot steps of her uncle walking to his.**

**The night was calm and clear, the air a little chilly, and a red panda who was gazing up as the starry sky with a smile on her face. Suddenly, her ears began to twitch, as she could her something was approaching window, it as flying fast. Not wanting Po to wake up, Li-Mei decided she would deal with the winged intruder on her own. Grabbing her black bamboo flute, she jumped on to the window sill and on to the ground. As she stood waiting in the shadows of the sleeping barracks, the trespasser was getting closer. Being as quite as she could Li-Mei readied herself to attack. Just as she about to pounce she caught sight of a silhouette of a bat across the moon. Realizing who was coming, the red panda emerged from the shadows and waved at her fellow comrade.**

"**Komori what are you doing here?" the red panda asked the bat who just landed in front of her.**

"**Sensei wish to talk with you again," he informed her.**

"**Why? It's too soon, I have nothing to report to him." she said her mind whirling around with ideas as to why he would call upon her again in such a short time.**

"**He...didn't say...but it's im-," Komori responded.**

"**Komori we should move from this place. I don't want anyone to over her us," she said as she moved away from the sleeping barracks toward the Peach Tree of Heavenly Wisdom. The bat just flew along with the red panda, the two of them looking ahead at the rather large peach tree, the branches that were beginning to lose their leaves.**

"**Aka, we have no time for detours!" the bat exclaimed.**

"**Komori, I'm aware of that. But I want to talk you, privately." she said she took seat at the base of the Peach Tree of Heavenly Wisdom.**

"**Aka! We must be going. Sensei will not be pleased if we are late!" Komori yelled upset at the red panda's sudden procrastination. She merely looked up at him, her face blank. **

"**I want you to tell Sensei that I will not be attending this meeting. It is far to early for another status update." she simple said.**

"**AKA! Have you gone mad! No one disobeys an order from Sensei Kitsune! Y-you know the consequences of that!"**

"**I am aware of what he will do, but I believe that if I remain a little longer. I will be able not be punished. I'm getting very close to Master Shifu. I just need a little more time, and then we can attack."**

"**What has gotten in to you?"**

"**Why would you ask something like that! I'm fine, but I also have to keep my cover here. I don't want to blow my mission on something so silly." **

"**Fine! I will tell Sensei what you have said! But...It's your funeral," Komori retorted. He looked at Li-Mei one last time, and then flew in to the night sky. The young red panda remained seated, but her ears were moving to catch the sound of the bat's wings flapping. When the sound was just about out of earshot she stood up, and with ninja like skills, she began to flow the sound of flapping wings. As she entered the forest, the young red panda, leapt quietly on to the trees, and continued to jump from one to the other. Her ears, honed in to Komori's flying. She glanced quickly up at the sky, the moonlight shining down on to the forest floor, she made sure to stay in the shadows of the trees and their branches. **

**As she followed deeper into the forest, the dark it got. However, an orange glow started to come in to view, breaking through the blackness that had started to surround her. Li-Mei leapt one last time, making sure not make any noise. Still listening to Komori's flapping, she then started to focus on the sounds near by. She could hear the flapping of wings, but also voices. These voices, however were too low for her to make out what was being said. Thinking quickly and carefully, the young red panda jumped to a neighboring tree. The voices were still to low to make out any words that were being said. Li-Mei took a deep breath and leapt once again to a tree close to her, and the orange glow. She slow exhaled, relieved that no one at the camp had heard her. The voices were low, but not low enough for Li-Mei to make the conversation.**

"**Sensei! Sensei!" anxiously the bat said, as he approached his master. The sounds of the leaves crunched indicated that Komori was now walking to Kitsune.**

"**Komori, where is Aka?" the fox said, his voice had no trace of emotion.**

"**Uh-She-Well...."**

"**Komori..."**

"**She's...not coming." Komori said in a small voice.**

"**Care to repeat that, a little louder perhaps?"**

"**She is not coming, Sensei"**

"**Are you telling me that, Aka has disobeyed an order?" the fox said, a small hint of anger coming out. The red panda heard nothing, but figured that Komori nodded his head in replay.**

"**I see, well. That's too bad really. I need to know of the status, and inform her that we would have to move the day of attack tomorrow."**

"**She, said that it was too soon to give a status report" **

"**I see, Komori...I would like you to continue your observation on Aka through the morning. However, I will need to return to camp by the being of sunset. You will then prepare for the attack." the fox explained.**

"_**Why is he planning to attack tomorrow? I haven't even updated him on my status either...but if the attack is tomorrow...uncle will know who I really am.." **_**Li-Mei thought.**

"**...if you happen to come in contact with Aka, make sure **_**not**_** to inform of the this change." Sensei Kitsune said to the bat.**

"**Yes, Sensei." Komori responded. The red panda then scurried to a lower branch and hid. The sound of crunching leaves fainted away in to the sound of flapping wings. Li-Mei kept as still and quiet as possible, as Komori flew over head. **

"**Sir, what are we going to do about that little rat!" a familiar voice spoke.**

"**Ah, well she will learn her lesson, General."**

"**What of the bigger one?"**

"**Shirokuma and Okami will take of that bumbling Dragon Warrior. Komori and Hokuto will deal with Aka. As for Shifu we will deal with him. He will have no one able to come to his aid, he will be killed. Then the Jade Palace will have a new master." Kitsune and General Oushi started to chuckle. Li-Mei's mind began to race, with questions. She careful leapt toward a neighboring tree, heading back toward the sleeping barracks. As the trees started to clear away and the building go the Jade Palace come in to view Li-Mei kept to shadows making sure that Komori would not spot her. **

**She sighed with relief with fact she made it inside without a problem. She carefully slid her door open and quickly closed it. Li-Mei glanced at her bed, falling upon it, and dozing off in to a fitful sleep.**

**The dark sky melted into gray, pink, orange, and yellow. As the sunlight started to lighten up the palace grounds, the sound of the gong rang throughout it. As quickly as possible a groggy red panda leapt to the door and slid it open.**

"**Good morning Master!" she greeted a smiling aged red panda.**

"**Good morning Li- PO!" Master Shifu yelled. The soft snoring sound was replaced by shuffling feet and... "RRRIIIIPPPP!" the dragon warrior fell through the door and looked up at the two red pandas staring back at him.**

"**Ehhh...Good morning Master Shifu," Po said with a large grin on his face. **

"**Follow me, " the master ordered turning around and leaving the building. Po and Li-Mei looked at one another and quickly followed. Master Shifu led them back to the training hall, but stopped short of the stair case. His two students looked at him with curious faces.**

"**Since you the two of you seem to work quite well together yesterday, I would like to try that again. But this time you will be fighting me." **

"**Are you sure about that?" Po said his voice small.**

"**Yes, are you ready?" **

"**Yes, Master!" **

"**Alright on the count of three. One. Two. Three!" Master Shifu leapt in to the air and land on Po's head. The large panda tried to grab his master off his head but no such luck. As Shifu grabbed the Dragon Warrior's ear, Li-Mei jumped into the air only to be met by Po's wailing face. The two students collided, Po a little stunned, and Li-Mei unfortunately stuck under Po. As the slightly stunned panda got up, he was met with a kick to the back, this time he rolled to the other side of the training ground, dragging a poor red panda with him. Master Shifu on the other hand had a satisfied smirk on his face as he watched his two students. As Po regained his footing, there was a red blur coming at him just as it was about to make contact it ended up flying backward. Shifu land on his feet and looked at his niece, who had counter his attack. The smirk from the master's face was now gone, he looked at his two students who looked right back at him with determination in their eyes. Then quick as lighting Li-Mei and Shifu were locked in combat, Po on the other hand just stood there. He wasn't sure which red and white blur happen to be his master or is new friend. Recalling the day he first saw them fight, the Dragon Warrior, with some luck grabbed both red pandas' tails. Shifu and Li-Mei had identical facial expressions of shock. Po pulled them up higher so that they were all eye level with each other. Both Master Shifu and Li-Mei gave Po the evil eye for still holding them by the tail. All the poor Dragon Warrior could see was stars, as he tried figure out what had just happened. Master Shifu and his niece had kicked Po right in the face as hard as they could in order for the panda bear to release their tails. The two of them stared down at the poor panda who remained still and then looked up at each other.**

"**I think we kicked him to hard..." Li-Mei said as she looked back down at her friend and fellow student.**

"**I believe you are right. We will ending the training for the day." Master Shifu said as patted the cheeks of his student to get him up. The now groggy panda slowly lifted his head and rolled on his stomach in order to get up. Pushing himself up, Po managed to stand on his feet only be on his hands and knees due to is head suddenly swimming. Shifu and Li-Mei ran to his side to make sure that the Dragon Warrior was doing okay. This however was not case, Po could not stand up on his own with out getting dizzy. The two red pandas weren't tall enough to help him walk to the kitchen. As the two of them stared down at the poor panda, several students came walking by. They stared at the two red pandas and then the large black and white mass next to them. Master Shifu motioned for them to come over.**

"**Good, now let's try and get Po here to the kitchen," the elder red panda instructed his students.**

"**Yes, Master." they all responded. The bunnies, a boar, duck and the two red pandas slow and carefully made their way to the kitchen. Only stopping once in while to catch their breath and switch places while trying to help the poor Dragon Warrior walk. Exhausted, and out of breath the students made it to the kitchen.**

"**Thank you, Li-Mei and myself will take care of Master Po. You may go back to whatever you were doing before." Master Shifu ordered. The two red pandas scurried around the kitchen boiling water to brew tea, and taking Monkey's almond cookies. They set the tea and the cookies in front of the panda, nose twitching, it was all gone with in seconds. **

"**Po are you feeling better?" Li-Mei asked.**

"**My head still hurts...and I'aaamm feeling kinda tired." the Dragon Warrior answered with a yawn.**

"**Can you walk to your room?" Master Shifu asked. Po nodded a slow 'yes'. Getting up very slowly the panda managed to get to his room and fall in to a much needed sleep. Giving instructions to his niece, he left his two students and headed to the Hall of Warriors. Li-Mei looked over at the slumbering panda, and walked over to her room. She looked out of her window up at the sky, it's oranges, pinks, and yellows greeting her. But she soon spotted not far off, a large black bird of some kind flying quickly toward the forest. She stared up at not exactly sure what she was seeing but, as it fly closer to where she was, the outline became clear. Li-Mei knew exactly who it was. When in seconds all that could be seen was a blur of red and white leaving the sleeping barracks.**

**The bright colors of the sunset were not gone, in their place large dark clouds now roamed. In the distance the soft roar of thunder could be heard, but the pitter-patter of footsteps running to the Hall of Warriors, echoed through the grounds. Li-Mei, was running as fast as she could, she had to tell her uncle what was about to happen. As she arrived at the large doors of the Hall of Warriors, she took a moment to catch her breath, preparing herself for what she was about to say. The large doors squeaked, as Li-Mei opened them, as she looked down the halls she saw her uncle staring at her. **

"**Li-Mei, is something wrong with Po?" he asked her.**

"**No, Po is fine. He was still sleeping when left." she responed. **

"**Oh, well thank you for the quick updat-"**

"**Mas-Uncle, there's something I have to tell you...I-It's-I..."**

"**Li-Mei...what is it?"**

"**I...I'm, not who you think I am. My being here is, not by coincidence." she said. Master Shifu looked at her, quite confused.**

"**It's my mission to be here and find the weak points of the palace grounds. I'm part of the military that's responsible for terrorizing the neighboring valleys. That way the Furious Five would be dealing with the neighboring valleys, and the Valley of Peace would be weak enough to attack. Over the course of several months agents have been living here, waiting for the moment to strike." she explained, her eyes not daring to look in to her uncle's. **

"**However, I recently found out my Sensei has set his sights on you. He seems to be driven by revenge. He wishes to-"**

**Master Shifu motioned for her to be silent. She quickly glanced up in to his blue eyes. There she saw hurt and anger.**

"**Uncle?" Li-Mei whispered.**

"**Leave, and do not return." Shifu said coldly, turning toward the moon pool.**

"**Uncle, please...."**

"**Leave...Now!" Li-Mei's ears flattened against her head, she opened her mouth to protest but the look Shifu gave her, silenced her. Turning away she walked back to the doors of the hall. Master Shifu stared in to the Moon pool, not looking back at his niece leaving the Hall of Warriors.**


	11. Chapter 11

In the distance one could see the flashes of lighting, but Li-Mei didn't. The storm was approaching fast, however the young red panda had already knew that. So as she walked back to the sleeping barracks, she couldn't help but replay her confession to her uncle, and the look of hurt and betrayal that crossed his face. Clutching her chest, she felt her betrayal break her heart further, the red panda's legs soon gave away. Li-Mei had collapsed on to the ground silently sobbing at the hurt she caused her uncle, but not only that but the lose of the only actual family she had. As she stopped crying, her ears began to twitch to the sound of footsteps moving toward her. Looking around Li-Mei, spotted the area where the sound was coming from, just on the other side of the building where a sleeping panda was. She wiped her tears away, getting up, but being sure to be as quiet as possible, the young red panda slipped in to the sleeping barracks. At that exact time two intruders were going through a window on the opposite side.

Li-Mei, could hear everything including the snoring from the Dragon Warrior, who unknowns to him, two assassins were heading right for him. She arrived in the hallway just in time to see two shadows in enter, Po's room. The sound of the mumble voices, and the shuffling of footsteps. Once she was close enough, Li-Mei stopped in her tracks, she recognized the voices.

"Hmpf! I was hoping he would be awake. I wanted a challenge, not kill the Dragon Warrior in his sleep." huffed the gray wolf.

"Well, why don't you wake him up then, if you want the challenge so badly." remarked the wildcat leopard hybrid.

"Hmm, never mind. We have to hurry anyway. Sensei wants us to search the palace grounds for Aka. Komori hasn't been able to locate her all day." the wolf explained.

"Well, hurry up Okamai." said the slightly disinterested feline. Okamai then quickly and as quietly as he could pulled out his two throwing axes. At the exact time Li-Mei sprinted toward Po's room, but it was to late. Just as she arrived her ears caught the thud of the axe. She stared at the door, her heart heavy because she didn't make it in time. Suddenly, she heard shuffling, and then BOOM! Li-Mei wasn't quick enough to dodge the on coming debris and bodies. As the dust cleared, the red panda tried to get up but there was something or someone on pinning her down. She moved her head around to see the wildcat leopard, as well as Okamai. Li-Mei swung her head back to the hole where the door used to be. There a large shadow filled in the gap.

"Po?!" yelled Li-Mei, still struggling to get free. The large shadow mass ran toward, as it came it to the light the young red panda's blue eyes met the green ones of the Po.

"Li-Mei, are you okay?" Po asked as he pushed Okamai, and the feline aside. "Yeah, I'm okay. But I-you-they were in your room. He threw an axe at you! How did you dodge it?" the young red panda asked.

"I heard this loud scrapping nose that was making my head hurt. When I open my eyes to see those two in my room, the wolf just threw the axe at me. He would have hit me in the leg, but I moved it just in time." smiled the Dragon Warrior

"Po...there's something I need to tell you...Um, I-I know who they ar-"

"AKA!?" called the cat.

"Hokuto..." she said her ears flat against her head.

"Hoku...wait you know him!?" A shocked panda said.

"Yes...that was what I was trying to tell you. Before, he interrupted us." the small red panda softly said.

"Aka, we've been order to find you. Now that's done, you must come with us. Sensei wishes to talk to you." Okami stated.

"No." Li-Mei responded.

"No? Aka, it's an ord-"

"Kitsune is no longer my master! And my name is not Aka! It's Li-Mei." she shouted at the two.

"Hey...I remember you." Po suddenly said. " You guys were at that village...and you we were attacking...Li...Mei." He looked at the red panda.

"Po, I-I can explain. I-"

"You're one of them! You lied to me and...to Master Shifu!"

"Yes, I _was_ one of them but you've got to understand-"

"Understand? You are with them! You are one of them! They have been terrorizing and taking over all the neighboring valleys! They've hurt innocent people!"

"Po-"

"Not only that you've betrayed Master Shifu! You spun your lies, about being his niece! You going to break his heart when he finds out!"

"I already have...I told him early today. I couldn't live with knowing what was about to happen. I rushed here to collect my things and tell you good-bye. But not once did I lie about being his niece!"

"If you two are done squabbling...Aka or who ever you are, now. You're coming with us, we have orders to follow. Sensei ordered us to bring you...he didn't say uninjured. As for you panda...we've been order to get rid of you." Okami said with a sinister smile.

"Well, I hope you don't mind disappointing Kitsune. Because I'm not going anywhere! And the only way you're going to get to Po is through me!" Li-Mei yelled back. She stood in a defensive stance, her large blue eyes looking in to the black eyes of Okami. Po stood there staring down at them. In his mind a small smile crept up, he seemed confused as to why he would be smiling in the inside. But as he looked down at Li-Mei he understood, this red panda wasn't like Tai Lung who was power hungry and felt no guilt for what he done to Shifu. But Li-Mei was willing to protect him, and felt absolutely horrible for what she did to her uncle.

"I forgive you, Li-Mei." Po said quietly. The red panda looked up at the Dragon Warrior. Just then Okami and Hokuto attacked.

* * *

He stared in to his reflection, the more patches of white fur were showing up, and his tired blue eyes stared back. Shifu, saw how hurt he was, but also how such heart breaks have affected him. He walked over to the other side of the Moon Pool, slowly sitting down next to it. Grabbing his flute from out of his sleeve, Shifu began to play a hurtful melody. Just at the song began, it ended, having heard something coming toward him. Master Shifu gripped his flute harder, and allowed his ears to focus on the sound of foots steps coming near. Realizing that the foots belonged to only one person, someone he hadn't seen in decades.

"Kitsune...why are you here?" the aged red panda said, without even turning his head.

"Ah, Shifu...I see you recognized my footsteps. I'm surprised that you'd remember." Kitsune retorted. The red panda only glared at Kitsune. He couldn't help but wonder as to why this fox was still out to get him, even after so many years.

"You didn't answer my question! Why-Are-You-Here!" said Shifu with an icy tone.

"No need for the attitude! Where are your manners? I thought the Grand Master of the Jade Palace, was suppose to be gracious to all guest? Well, in any case, I'm here to take over the Valley of Peace, to put quite simply."

Shifu looked at the fox, his thoughts taking in what he had said. He completely understood it of course. But the fact that Kitsune was being so very blunt about it, let alone believing he as going to succeed.

"You know you won't succeed. I will not allow it!" the red panda smirked. The fox moved closer to Shifu, who stayed in the defensive position.

"Oh, I truly do believe I will. Shifu have you met my star pupil?" the fox asked a small smile on his face.

"Yes...of course your spy."

"Ha! Your precious _Li-Mei_!? Dear Shifu, she is not my star! She was merely a pawn."

"What?! What do you mean-"

"Here, let me introduce you to the best student I have ever had." Kitsune simply waved his hand in the air. Shifu looked around, his ears twitching the sound of fast feet. Then, in the blink of an eye, a gray blur had knocked down the Master of the Jade Palace, of his feet. Shifu stared up at his attacker, his blue eyes grew wide with fear and confusion.

* * *

Quick as lighting the two pandas jumped out of the way. Li-Mei and Po stood opposite of each other, as they stared at their attackers.

"Li-Mei, since you know them...do you think you can talk them out of attacking us?" Po asked, as he dodge an axe.

"I'm afraid not, I know them all to well. They won't disobey orders." Li-Mei explained as she blocked a strike from Hokuto. Just then Okami came swing back but this time focused on Li-Mei. Her ears twitching to the sound of air being sliced by an axe, she barley dodged the attack. However, she didn't have time to react to Hokuto's kick, which sent her to the ground. Just as Okami was about to deliver the final blow to Li-Mei, he felt something tug at his tail. The wolf was swung in to the doors of Tigress's room. Now the Dragon Warrior was focused on the wild cat, who was trying to kick the red panda on the ground.

As she rolled on the ground, Li-Mei noticed that Hokuto was purposely trying not to kick her.

"Hokuto? What are you-" before she could finish her question a blur of black and white knocked into Hokuto. As the red panda got up she started at the unconscious wild cat and then to the panda staring at her.

"Are you okay?" the Dragon Warrior asked as he took a couple steps toward her.

"Yeah, I'm fine. Thank you Po." she responded, "We better get going, we have to get to Master Shifu!"

"Right!" Po agreed. The two students then ran off to the Hall of Warrior, as fast as they could.

"Po, this is what we are going to do. I'm going to go after Kitsune, and you are going to get Master Shifu out of there."

"No, I won't let you fight him on your own!"

"Po...this is between me and Kitsune. No one else is going to get hurt because of my horrible mistake."

"But-"

"AKA, SO NICE OF YOU TO COME!" roared a very large polar bear. The Dragon Warrior and the red panda stopped in their tracks, as they looked up at the polar guarding the doors of the Hall of Warriors. However, he wasn't alone.

* * *

"T-TAI LUNG!" Master Shifu stammered as he looked at his form pupil and son. The snow leopard smiled back at the terrified red panda.

"Did you miss me, Shifu?" Tai Lung smirked.

"I-impossible!? Po, defeated you. You..."

"The Dragon Warrior's Wuxi Finger hold, was not enough to kill me. But just merely knock me out."

"How do you know Kitsune?" Shifu asked as he got up, looking from Tai Lung to Kitusne.

"When Oogway and you, put me away at Chor Ghom Prison, Sensei, had heard about my attack on the valley. He sought me out, and sent spies in the prison. He hated you as much as I did, but there was nothing I could do while being locked up, except..."

"Except, what!?"

"You trusted Tai Lung here like a son, I'm pretty sure you never thought that Tai Lung's hatred, would soon cost you your family. Did you?" Kitsune said his smile growing as he watched Shifu's eye become wide with realization. Master Shifu started at Tai Lung and Kitsune, and a fire started to burn inside him.

"YOU! YOU TOOK MY FAMILY AWAY FROM ME!" Shifu screamed.

"That's right Shifu, but you're the one who just banished your only family from the Jade Palace."

"Li-Mei...she has no idea, what you did..." the red panda whispered to himself.

"What was that Shifu?"

"You took everything away from her! You took her entire family away from her! Then you use her to get back at me!? KITSUNE, YOU HAVE GONE TO FAR, AND I WILL NO LONGER ALLOW YOU TO HURT ME OR MY FAMILY!" Shifu sprinted toward the side of the hall, where the only weapon, he knew neither the fox or the snow leopard could welded.

"The Golden Spear..." was all that Kitsune could say. The two foes stared at the red panda who had drawn himself to full height and was holding the Golden Spear. The three stared at each other.

"Tai Lung, I'll take care of this rat." the fox said as he took out his sword.

* * *

"Ah, the little rat returns." General Oushi said as he walked down the steps toward Po and Li-Mei. "Kitsune said that you would return, that you would be overcome with remorse for what you did. But you're too late, and he is not to be disturbed while he and his apprentice are talking things over with Master Shifu."

"Well, I'm afraid their little conversation is over!" Li-Mei retorted, as she stood in a defensive stance.

"I'm afraid we can't let you do that. Sensei gave us orders to keep you out of there at all cost, except killing you. But your friend here, well Sensei didn't say we had to keep him alive." Shirokuma explained as he joined his fellow comrade. The two pandas looked at the two henchmen, then looked at each other. Suddenly Lei-Mei was gone, the Dragon Warrior looked at the two henchmen who only stood there staring right back at him with large smirks.

"PO!" came a cry from above. He looked up and there he saw Lei-Mei fighting with a large bat.

"LEI-MEI! I'LL GET-"

"PO LOOK OUT!" A large white paw made contact with the Dragon Warrior's face. Po staggered for a bit, trying to recovering from the blow, but Shirokuma wasn't going to give him a chance. Lei-Mei watched in horror as Po couldn't block one punch from the massive polar bear. She knew what she had to do, but with Komori flying higher and higher, the probability of her landing without seriously injuring herself was dwindling. Then Komori stopped flying up, but now was diving at a great speed, and heading right toward Po. Knowing what he was about to do to them, Lei-Mei swung her legs with all her strength. BAM! The dazed bat let go the red panda but it was already to late.

KABOOM! A large cloud of dust was all that could be seen, and the moans of pain were all that cold be heard. Komori and Lei-Mei smacked right in to the Dragon Warrior, Polar Bear, and Bull. All five of them were some amount of pain from this forceful impact.

"Po…."said the red panda weakly.

"Uhhgg…" the sound of either the panda or polar coming around.

"PO!" she shouted again, but this time she wasn't the only one. As the dust cleared she could see something orange and black running her way, along with something green. As the red panda got to her feet, she was suddenly swept in to the air, and pain was coming from her tail.

"Lei-MONKEY!" Po shouted as Monkey helped him to this feet.

"Po, are you alright?" Viper asked, "Where is Mas-" just then the Shirokuma came charging at them. Viper and Monkey leapt in to action! The snake got a hold of the large white bears arms, just as Monkey kicked the bears feet right from under him. Po stood with his eyes wide and his fan boy grin as he watched his friends/heroes take down the bad guy.

"PO!" the scream of his name brought him back to reality. He looked around trying to find who had called out his name.

"LEI-MEI!" he yelled as he saw the bull running away from the fight, holding the helpless red panda by the tail.

"PO! WAIT!" called a familiar voice behind him. Po turned around and came face to face with…

"Tigress!" he yelled.

"Po, you must let-"

"I have to go help-"

"Po, listen to me she-"

"needs our help!"

"PO! She is a traitor let-"

"NO! Tigress, she may have made some mistakes in her past but she has changed. She needs our help." pleaded Po.

"I-We-Alright, we will help her, for you." Tigress said unhappily. "Mantis, where is Crane?"

"He's busy with that bat…there" Mantis said as he pointing above them.

"Alright, then the three of us will save Ak-what is it Po?" Tigress said as they started to General Oushi.

"Her name is Lei-Mei." Po corrected Tigress.

"Fine. Let's go help Lei-Mei." The three of them were off running to catch up to Lei-Mei who was still struggling to release the painful grip that Oushi had on her tail. She tried to ignore the pain that was shooting up her spine as she swung herself by the tail, to kick the bull. But the sudden tug from his hand gave her attack away, and he would grip her tail harder, making her cry out.

"Sensei will be pleased. You will be arriving just in time to see Shifu's lifeless-" POW! General Oushi hit the ground and Lei-Mei flew from his hand. There standing on top of him was Mantis, with Po and Tigress stand beside the bull.

"Po, thank-" The bull grabbed Lei-Mei's foot and started to drag her back and fling Mantis off as he got to his feet. Then BAM! Po kicked Oushi in the stomach, just as Lei-Mei got free she grabbed the bull by the horns and slammed him to the ground. But it wasn't enough to knock out Oushi he got back up and was in a rage. He charged toward Po, but was stopped by both Tigress and Mantis.

"Po-Look out!" Just then Monkey came crashing in to the poor panda. As quickly as it happened Monkey and Po were on their feet.

"Po. Shifu is in danger. Can-"

"We got this. Go help Master Shifu." Po said pushing Lei-Mei aside as the large polar bear came toward them. The red panda ran toward the Hall of Warriors, the Dragon Warrior and the Furious Five to handle Komori, Shirokuma, Oushi. Little did she know what awaited her.


End file.
